Cabka announces 1 August 2024 EGM Agenda
Cabka announces 1 August 2024 EGM
Agenda
Amsterdam 20 June 2024.
Cabka N.V. (together with its subsidiaries “Cabka”, or the
“Company”), a company specialized in transforming hard to recycle
plastic waste into innovative Reusable Transport Packaging (RTP),
listed at Euronext Amsterdam, invites its shareholders to attend
the Company's extraordinary general meeting (the “General
Meeting”), to be held on Thursday 1 August 2024 at 14:00
CEST.
The Company looks forward to welcoming
its shareholders both in-person and virtual at John M. Keynesplein
10, 1066 EP Amsterdam, the Netherlands. Registration for admission
to the General Meeting starts at 13:00 CEST. The language of the
General Meeting shall be English.
AGENDA
-
Opening
-
Appointment of managing director (voting
item)
-
Amendment of the remuneration policy of the management
board (voting item)
- Any
other business
-
Closing
EXPLANATORY NOTES TO THE AGENDA
Agenda item 2: Appointment of managing
director (voting item)
As announced in the press releases on 19 March
2024 and 2 May 2024, Mr. Tim Litjens announced his decision to step
down as managing director and CEO of the Company respectively the
supervisory board has nominated Mr. Alexander G. Masharov to be
appointed as managing director effective as of the date of this
General Meeting for a term ending at the end of the annual general
meeting to be held in 2028. Subject to the appointment taking
effect, (i) the supervisory board has designated Mr. Alexander G.
Masharov as CEO of the management board of the Company and (ii) Mr.
Tim Litjens will step down as managing director and CEO of the
Company.
The personal details of Mr. Alexander G.
Masharov and the reason for his nomination are as follows:
Name: |
Alexander G. Masharov |
Age: |
44 |
Nationality: |
Israeli |
Current
position: |
CEO of B&C International, part of Springs Window Fashions
Group |
Previous
positions: |
Managing Director roles within the KETER Group (2013 - 2023) |
|
COO of Bytplast (2011 - 2013) |
|
Head of Industry of Asteros (2010 - 2011) |
|
Co-Founder of Emerald Information Systems (2006 - 2010) |
Other
(board) positions: |
Not applicable |
Motivation: |
Alexander Masharov is nominated for appointment as managing
director and CEO. With his profound professional background and his
passion for a more sustainable environment, Alexander Masharov is
the perfect fit for the Company. His expertise in the field will
help the Company to grow and create long-term success. Since there
was a mutual click between Alexander Masharov, the supervisory
board, the CFO, Frank Roerink, and given the fact that the
nomination guarantees a good balance in the management board, it
was decided to -nominate Alexander Masharov as managing director
and CEO of the Company. |
Main elements of management agreement of
Alexander G. Masharov
Alexander Masharov will enter into a management
agreement with Cabka N.V. as of the date of appointment. The
management agreement is governed by Dutch law and entered into for
an indefinite period of time.
The management agreement of Alexander Masharov
can be terminated with due observance of a notice period of six
months for Alexander Masharov, and twelve months for Cabka N.V. The
management agreement does not contain a contractual severance
arrangement. Furthermore, Alexander Masharov is entitled to 29
holidays and is entitled to a company car.
It will be specified that the remuneration shall
be determined by the supervisory board in accordance with the
remuneration policy of the Company as adopted by the general
meeting from time to time. Based on the remuneration policy
Alexander Masharov will be entitled to an annual fee as
compensation for the services to be performed for the Company.
The management agreement will contain
restrictive covenants, such as (i) a confidentiality clause, (ii) a
non-competition clause, (iii) a non-solicitation and non-poaching
clause and (iv) a protection of intellectual property clause.
The management agreement shall terminate by
operation of law, without notice being required or any compensation
being due, on the earlier of (i) the date directly following the
annual general meeting in 2028, unless Alexander Masharov is
reappointed as a managing director, in which case the term
terminates by operation of law on the date directly after the
annual general meeting in 2032, unless determined otherwise by the
general meeting, and (ii) the moment that Alexander Masharov is no
longer a member of the management board due to a termination for an
urgent cause.
Under the management agreement, Alexander
Masharov is entitled to a maximum annual base fee of EUR 390.000,00
gross for the services to be performed for the Company and its
subsidiaries.
Short-term incentive program
Alexander Masharov is eligible to participate in
the short-term incentive (STI) program of the Company. The STI
amount is based on 2/12 of the annual base fee and the payout is
based on a minimum of 100% target achievement to be determined by
the supervisory board.
Long-term incentive program
Alexander Masharov is eligible to participate in
the long-term incentive (LTI) program of the Company.
It is intended that Alexander Masharov will be
awarded Restricted Stock Units (RSUs) as follows:
The LTI is based on 50% of the annual base fee
and will be payable in the form of RSUs. The payout will be subject
to the achievement of a three-year cumulative EBITDA target, which
EBITDA target will be determined by the supervisory board. For the
financial year 2024 the RSUs will be granted on a pro rata basis.
The number of RSUs is calculated on the basis of the last 60-days
volume-weighted average price (VWAP) before the date of grant.
Vesting will be subject to continued engagement
of the managing director with the Company. The main elements of the
LTI program are further detailed under agenda item 3 under
‘Long-term incentives’.
Shares
Alexander Masharov does not hold any shares in
the share capital of the Company.
Agenda item 3: Amendment of the
remuneration policy of the management board (voting
item)
Based on the advice of the remuneration
committee, a proposed new remuneration policy for the management
board has been drawn up. Apart from the following deviations as
described below, the proposed policy will be the same as the
current remuneration policy as originally adopted by the general
meeting on 8 June 2023.
Short-term incentives
It is proposed to amend the variable
remuneration pursuant to the STI program for the managing director
with the title of CEO as follows:
two monthly salary for achieving a
(non-normalized) EBIDTA to be determined by the supervisory board
on a proposal of the remuneration committee and for every EUR 1.5
million EBITDA exceeding the aforementioned determined EBITDA, one
additional monthly salary (calculated proportionally).
Long-term incentives
In addition to the current LTI program, it is
proposed to introduce a new LTI program for among others the
management board in order to share Cabka’s future success, reward
contributions and promote long-term commitment.
The new LTI program will consist of two types of
incentives, being (i) stock options (which will provide for a right
to purchase shares in the share capital of the Company at a
predetermined price) and (ii) RSUs (which will provide for a right
to receive shares in the share capital of the Company at a
predefined moment in the future).
The eligible group of managers, the type of
incentive (stock options and/or RSUs) and the grant levels under
the new LTI program will be subject to the approval of the
management board and the supervisory board. Under the new LTI
program it is further envisaged that the management board will
establish a grant allocation scheme with the number of stock
options and/or RSUs to be granted based on the position of the
relevant participant within the Company.
Under the new LTI program, the relevant
instruments (stock options and RSUs) will be subject to a vesting
scheme. Non-vested stock options cannot be exercised and non-vested
RSUs cannot be settled. If a participant leaves the Company, all
granted but unvested stock options will be forfeited.
The grant will be adjustable (from 0% to 130%)
based on the job performance of the relevant participant. The
adjustment of the grant will be determined after the vesting period
of the stock options and/or RSUs based on the achievement of a
cumulative three-year EBITDA target, which EBITDA target will be
determined by the supervisory board. Accelerated vesting will be
subject to the approval of the supervisory board and the
supervisory board will have the right to overwrite and/or adjust
any grant of stock options and/or RSUs.
Participants will not be allowed to exercise
stock options or sell shares received pursuant to the vesting of
RSUs within the first 5 years following the date of grant.
If the new LTI program will be approved, no more
grants under the current LTI program will be issued.
Agenda item 4: Any other
business
Under this agenda item the General Meeting will
be invited to ask remaining questions.
AVAILABILITY OF MEETING DOCUMENTS
The agenda with explanatory notes and other
documents are made available on
https://investors.cabka.com/corporate-governance/shareholder-meetings.
These documents are also made available by ABN AMRO Bank N.V.
("ABN AMRO") and can be downloaded from
www.abnamro.com/evoting, and are available for review by
shareholders (by appointment through IR@cabka.com) at the office of
the Company.
RECORD DATE
The management
board of the Company has determined that for this meeting the
persons who will be considered as entitled to attend the meeting,
are those holders of shares who on Thursday 4 July 2024, after
close of trading on Euronext Amsterdam (the "Record
Date"), hold those rights and are registered as such in
one of the following (sub)registers:
- for holders of
deposit shares: the administrations of the banks and brokers which
are intermediaries according to the Dutch Securities Giro
Transactions Act (Wet giraal effectenverkeer);
- for holders of
non-deposit shares: the shareholders’ register of the Company.
REGISTRATION TO VOTE
Shareholders are entitled to vote up to the
total number of shares that they held at the close of trading at
the Record Date, provided they have registered their shares
timely.
Upon registration via ABN AMRO (via
www.abnamro.com/evoting) shareholders will be requested to specify
if they will attend the meeting in-person or virtually.
Alternatively, shareholders may also grant a proxy to vote as
referred to below.
A holder of deposit shares (electronic
securities) who wishes to attend the meeting in-person or
virtually must register with ABN AMRO (via www.abnamro.com/evoting)
as of the Record Date and no later than Thursday 25 July 2024,
17:00 CEST. A confirmation by the intermediary in which
administration the holder is registered for the deposit shares (the
"Intermediary") must be submitted to ABN AMRO (via
www.abnamro.com/intermediary), stating that such shares were
registered in his/her name at the Record Date. This confirmation
should be provided by the Intermediary to ABN AMRO no later than
Friday 26 July 2024, 13:00 CEST. With this confirmation,
Intermediaries are furthermore requested to include the full
address details of the relevant holder in order to be able to
verify the shareholding on the Record Date in an efficient manner.
If a holder wishes to attend the meeting virtually, his valid email
address, securities account and mobile phone number are required
for authentication purposes in order to provide virtual access. The
receipt (of registration) to be supplied by ABN AMRO will serve as
admission ticket to the meeting for those attending the meeting
in-person.
A holder of non-deposit shares
who wishes to attend the meeting must register no later than
Thursday 25 July 2024, 17:00 CEST, in the manner as set out in the
letter of notification. A holder of only non-deposit shares cannot
attend the meeting virtually.
VOTING BY PROXY
Without prejudice to the obligation to register
for the meeting, the right to attend and to vote at the meeting may
be exercised by a holder of a written proxy. A form of a written
proxy is available free of charge in the manner set out under
"Availability of meeting documents" above. The written proxy must
be received by the Company no later than on Thursday 25 July 2024,
17:00 CEST. A copy of the proxy will need to be presented at the
registration for admission to the meeting.
The proxy to represent a shareholder that
includes a voting instruction may (but needs not) be granted
electronically to B.J. Kuck, civil-law notary in Amsterdam, or his
deputy, via www.abnamro.com/evoting no later than Thursday 25 July
2024, 17:00 CEST. The Intermediaries must submit to ABN AMRO a
confirmation including the number of shares notified for
registration and held by that shareholder at the Record Date. This
confirmation should be provided by the Intermediary to ABN AMRO no
later than Friday 26 July 2024, 13:00 CEST.
Shareholders who have chosen upon registration
to attend the meeting virtually will not be able to issue a proxy
to vote after Thursday 25 July 2024, 17:00 CEST.
If you intend to instruct your Intermediary for
any of the above, please be aware that their deadlines could be a
number of days before those mentioned above. Please check with the
individual Intermediaries as to their cut-off dates.
VIRTUAL VOTING
The Company wishes to assist its shareholders to
attend the meeting virtually by providing an adequate opportunity
to follow the proceedings of the meeting and to vote electronically
and real time during the meeting. Shareholders can attend and vote
at the meeting on all resolutions via the internet, therefore
online and remote with their own smartphone, tablet or personal
computer, unless the relevant Intermediary does not accommodate
online voting. Shareholders attending the meeting virtually will
also be able to ask written questions during the meeting.
Upon registration to vote virtually, a
shareholder will receive an email with a link via
www.abnamro.com/evoting to login to the Company’s online voting
platform. After successful login and confirmation of the login via
two factor authentication (by SMS verification), the shareholder is
automatically logged into the meeting. Further instructions may be
provided via www.abnamro.com/evoting and/or the Company’s online
voting platform.
You will be able to log in for virtual admission
to the meeting on Thursday 1 August 2024 via
www.abnamro.com/evoting from 13:00 CEST until the commencement of
the meeting at 14:00 CEST. You must log in and complete the
admission procedure for the meeting before 14:00 CEST. After this
time registration is no longer possible. Shareholders who log in
afterwards will only have access to the live stream to follow the
meeting, but will not be able to vote.
Minimum requirements to the devices and systems
that can be used for virtual participation as well as an overview
of Q&A’s regarding online voting and the Company’s Policy
regarding the Hybrid General Meeting of Shareholders can be found
at
https://investors.cabka.com/corporate-governance/shareholder-meetings
(together with the meeting documents).
Virtual participation entails risks, as
described in the Company’s Policy regarding the Hybrid General
Meeting of Shareholders. If you wish to avoid such risks you should
choose to attend the meeting in person or by proxy.
REGISTRATION AND IDENTIFICATION AT THE
MEETING
Registration for admission to the meeting will
take place from 13:00 CEST until the commencement of the meeting at
14:00 CEST. After this time registration is no longer possible.
Persons entitled to attend the meeting may be asked for
identification prior to being admitted by means of a valid identity
document, such as a passport or driver’s license.
WEBCAST
The meeting will be broadcasted live and in full
online. The participants will receive a personal invite by email 1
hour before the meeting. This email will contain instructions on
how to attend the meeting online.
ISSUED CAPITAL AND VOTING RIGHTS
At the start of trading on Euronext Amsterdam on
the date of this notice, the Company's total issued share capital
amounted to 40,802,756 shares, which shares comprise a total number
of voting rights of 40,802,756. Of these shares an amount of
15,994,378 shares are held in treasury.
For further information, please see the
Company's website https://cabka.com/newsroom/ or contact us by
email at IR@cabka.com.
The supervisory boardThe management board
Amsterdam, 20 June 2024
Financial Calendar 2024
|
Ex-Dividend* Date |
|
Dividend* Record Date |
|
Half-Year Results and Half-Year Report 2024 |
|
Dividend* Payment Date |
|
Trading Update Q3 2024 |
* Reference to ‘dividend’ refers to proposed
distribution
For more information, please
contact:Nadia Lubbe, Investor & Press
contactIR@cabka.com, or n.lubbe@cabka.com;+49 152 243 254
79www.investors.cabka.comCommercial contact: info@cabka.com
www.cabka.com
About CabkaCabka is in the
business of recycling plastics from post-consumer and
post-industrial waste into innovative reusable transport packaging
(RTP), like pallets- and large container solutions enhancing
logistics chain sustainability. ECO product are mainly construction
and road safety products produced exclusively out of post-consumer
waste.
Cabka is leading the industry in its integrated
approach closing the loop from waste, to recycling, to
manufacturing. Backed by its own innovation center it has the rare
industry knowledge, capability, and capacity of making maximum use
bringing recycled plastics back in the production loop at
attractive returns. Cabka is fully equipped to exploit the full
value chain from waste to end-products.
Cabka is listed at Euronext Amsterdam as of 1
March 2022 under the CABKA ticker with international securities
identification number NL00150000S7.
DisclaimerThe content of this
press release may include statements that are, or may be deemed to
be, ‘’forward-looking statements’’. These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms ‘’believes’’, ‘’estimates’’,
‘’plans’’, ‘’projects’’, ‘’anticipates’’, ‘’expects’’, ‘’intends’’,
‘’may’’, ‘’will’’ or ‘’should’’ or, in each case, their negative or
other variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect the
Company’s current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company’s business,
results of operations, financial position, liquidity, prospects,
growth, or strategies.
Readers are cautioned that any forward-looking
statements are not guarantees of future performance. Given these
uncertainties, the reader is advised not to place any undue
reliance on such forward-looking statements. These forward-looking
statements speak only as of the date of publication of this press
release. The Company undertakes no obligation to publicly update or
revise the information in this press release, including any
forward-looking statements, except as may be required by law.
This document contains information that may
qualify as inside information within the meaning of Article 7(1) of
Regulation (EU) No 596/2014 on market abuse.
- 20240620_Cabka announces 1 August 2024 EGM agenda
Cabka NV (EU:CABKA)
Graphique Historique de l'Action
De Août 2024 à Sept 2024
Cabka NV (EU:CABKA)
Graphique Historique de l'Action
De Sept 2023 à Sept 2024